Amendment to Split Dollar Agreement Between Terry Schaefer and West Pointe Bank and Trust Company

Summary

This amendment updates the Split Dollar Agreement originally made between Terry Schaefer and West Pointe Bank and Trust Company. The main change is a revised definition of "Change of Control," specifying the conditions under which a change in ownership, board composition, asset transfer, or liquidation would trigger certain rights or obligations under the agreement. The amendment is effective as of December 29, 2000, and is signed by both parties.

EX-10.15 4 c83942exv10w15.txt AMENDMENT TO SPLIT DOLLAR INSURANCE AGREEMENT EXHIBIT 10.15 AMENDMENT TO SPLIT DOLLAR AGREEMENT BETWEEN TERRY SCHAEFER AND WEST POINTE BANK AND TRUST COMPANY WHEREAS, Terry Schaefer and West Pointe Bank And Trust Company entered into a Split Dollar Agreement on December 29, 2000 ("Agreement"); and WHEREAS, the parties retained the right to amend the Agreement pursuant to Article 7 thereof; and WHEREAS, the parties desire to amend the Agreement to revise the definition of "Change of Control"; NOW, THEREFORE, the Agreement is amended effective as of December 29, 2000 as follows: 1. Section 1.2 is deleted and replaced with the following: 1.2 "Change of Control" means: (a) The consummation by either West Pointe Bancorp, Inc. or West Pointe Bank And Trust Company of a merger, consolidation or other reorganization if the percentage of the voting common stock of the surviving or resulting entity held or received by all persons who were owners of common stock of West Pointe Bancorp, Inc. or West Pointe Bank And Trust Company, whichever is applicable, immediately prior to such merger, consolidation or reorganization is less than 50.1% of the total voting common stock of the surviving or resulting entity outstanding immediately after such merger, consolidation or reorganization and after giving effect to any additional issuance of voting common stock contemplated by the plan for such merger, consolidation or reorganization; (b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of either West Pointe Bancorp, Inc. or West Pointe Bank And Trust Company shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by West Pointe Bancorp, Inc.'s or West Pointe Bank And Trust Company's shareholders, whichever is applicable, of each new director during such two year period was approved by a vote of at least two-thirds of the directors of such entity then still in office who were directors at the beginning of such two year period; (c) The sale, lease, exchange or other transfer of all or substantially all of the assets (in one transaction or in a series of related transactions) of either West Pointe Bancorp, Inc. or West Pointe Bank And Trust Company to another corporation or entity that is not owned, directly or indirectly, by either West Pointe Bancorp, Inc. or West Pointe Bank And Trust Company. "Substantially all" shall mean a sale, lease, exchange or other transfer involving seventy percent (70%) or more of the fair market value of the assets of such entity; or (d) The liquidation or dissolution of either West Pointe Bancorp, Inc. or West Pointe Bank And Trust Company. IN WITNESS WHEREOF, the parties have executed this Amendment on this 24th day of June, 2003. WEST POINTE BANK AND TRUST COMPANY /s/ Terry Schaefer By /s/ Bruce A. Bone - --------------------- ------------------------------------ Terry Schaefer Title Executive Vice President and CFO ----------------------------------